ex10_41.htm


    
      

    

    EXHIBIT
10.41

    


    April 28,
1998

    


    


    Steven
Goldby

    180
Stockbridge

    Atherton,
CA 94027

    


    Dear
Steve:

    


    On behalf
of the Executive Committee and the management of Symyx, I am pleased to offer
you the position of Chairman of the Board and Chief Executive Officer with Symyx
Technologies (the “Company”).  You will receive a monthly salary of
$20,840 (twenty thousand eight hundred forty dollars), which will be paid
semi-monthly in accordance with the Company’s normal payroll
procedures.  As a Company employee, you are also eligible to receive
certain employee benefits, including medical, dental, vision, life insurance,
short and long-term disability and 401(k) plan.  You should note that
the Company may modify salaries and benefits from time to time as it deems
necessary.

    


    In
addition, subject to approval by the Board of Directors at its next meeting, the
Company will allow you to purchase 675,000 (six hundred seventy five thousand)
shares of common stock of the Company at the then current fair market value as
determined by the Board.  These shares will be subject to the terms
and conditions of the Company’s stock purchase agreement, which will also
provide for a full recourse loan equal to the cost of the stock
purchase.  With regard to vesting, 175,000 (one hundred seventy five
thousand) shares will vest on your first full day of employment with the
Company, and the balance will vest annually thereafter at the rate of 125,000
(one hundred twenty five thousand) shares per annum.

    


    You
should be aware that your employment with the Company is for no specified period
and constitutes at will employment.  As a result, you are free to
resign at any time, for any reason or for no reason.  Similarly, the
Company is free to conclude its employment relationship with you at any time,
with or without cause, and with or without notice.

    


    For
purpose of federal immigration law, you will be required to provide to the
Company documentary evidence of your identity and eligibility for employment in
the United States.  Such documentation must be provided to us within
three (3) business days of your date of hire, or our employment relationship
with you may be terminated.

    


    You agree
that, during the term of your employment with the Company, you will not engage
in any other employment, occupation, consulting or other business activity
directly related to the business in which the Company is now involved or becomes
involved during the term of your employment, nor will you engage in any other
activities that conflict with your obligation to the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    As a
Company employee, you will be expected to sign and comply with an Employment,
Confidential Information, Invention Assignment and Arbitration Agreement, which
requires (among other things) the assignment of patent rights to any invention
made during the employment at the Company and non-disclosure of proprietary
information.

    


    To
indicate your acceptance of the Company’s offer, please sign and date this
letter in the space provided below and return it to me.  A duplicate
original is enclosed for your records.  This offer of employment expires May
31, 1998 unless accepted prior to that date.  This letter,
along with the agreement relating to proprietary rights between you and the
Company, set forth the terms of your employment with the Company and supersede
any prior representations or agreements, whether written or
oral.  This letter may not be modified or amended except by a written
agreement, signed by an officer of the Company and by you.

    


    We look
forward to working with you at Symyx.

    


    
      	 
      	
              Sincerely,

            	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	
              Isaac
      Stein

            	 
	 
      	
              Chairman,

            	 
	 
      	
              Symyx
      Executive Committee

            	 


    

    


    


    ACCEPTED
AND AGREED TO this

    28 day of April, 1998

    By: Steven
Goldby

    Start
date: July 1,
1998